FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO.: 333-263731
NXP B.V.
NXP FUNDING LLC
Offers to Exchange
Up to
$1,000,000,000 4.875% Senior Notes due 2024 (the Outstanding 2024 Notes) for up to $1,000,000,000 4.875% Senior Notes due 2024 (the New 2024 Notes) that have been registered under the Securities Act of 1933, as amended (the
Securities Act)
Up to $500,000,000 5.350% Senior Notes due 2026 (the Outstanding 2026 Notes) for up to
$500,000,000 5.350% Senior Notes due 2026 (the New 2026 Notes) that have been registered under the Securities Act
Up to
$500,000,000 5.550% Senior Notes due 2028 (the Outstanding 2028 Notes and together with the Outstanding 2024 Notes and the Outstanding 2026 Notes, the Outstanding Notes) for up to $500,000,000 5.550% Senior Notes due 2028
(the New 2028 Notes and together with the New 2024 Notes and the New 2026 Notes, the New Notes) that have been registered under the Securities Act
We are offering to exchange up to $1,000,000,000 aggregate principal amount of our New 2024 Notes for a like aggregate principal amount of our
Outstanding 2024 Notes, up to $500,000,000 aggregate principal amount of our New 2026 Notes for a like aggregate principal amount of our Outstanding 2026 Notes and up to $500,000,000 aggregate principal amount of our New 2028 Notes for a like
aggregate principal amount of our Outstanding 2028 Notes in a transaction registered under the Securities Act (each, an Exchange Offer and collectively, the Exchange Offers).
The Exchange Offers will expire at 5:00 p.m., New York, New York time, on May 12, 2022 (the Expiration Date), unless we
extend the Exchange Offers with respect to any or all series of Outstanding Notes in our sole and absolute discretion. We will announce any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the
expiration of the Exchange Offers. You may withdraw any Outstanding Notes tendered until the expiration of the Exchange Offers.
Terms of
the Exchange Offers:
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We will exchange the applicable series of New Notes for Outstanding Notes of the applicable series that are
validly tendered and not withdrawn prior to the expiration or termination of the Exchange Offers with respect to such series. |
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You may validly withdraw tenders of Outstanding Notes of a series at any time prior to the expiration or
termination of the Exchange Offers with respect to such series. |
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The form and terms of the New Notes are substantially identical to the form and terms of the applicable
Outstanding Notes, except that (i) the New Notes are registered under the Securities Act, (ii) the transfer restrictions and registration rights applicable to the Outstanding Notes do not apply to the New Notes and (iii) the New Notes
will not have the right to earn additional interest under certain circumstances related to our registration obligations. |
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We believe that the exchange of Outstanding Notes for New Notes will not be a taxable event for U.S. federal
income tax purposes. |
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We will not receive any proceeds from the Exchange Offers. |
We issued the Outstanding Notes in transactions not requiring registration under the Securities Act, and as a result, their transfer is
restricted. We are making the Exchange Offers to satisfy your registration rights, as a holder of the Outstanding Notes.
For a
discussion of factors you should consider in determining whether to tender your Outstanding Notes in connection with the Exchange Offers, see the information under Risk Factors beginning on page 11 of this
prospectus and in our Annual Report on Form 10-K, which is incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of these
securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is April 14, 2022.